Agreed by the Board in February 2022.
Status of standing orders
These standing orders are made under the Board's powers, under Schedule 1 paragraph 18 of the Pensions Act 2004 (PA 04), to regulate its own procedure and that of any of its committees.
The Board also has the power under paragraph 20 to delegate its functions and powers and maintains a schedule of delegations.
These standing orders may at any time be amended or varied by the Board as it may determine, to aid the efficient execution of its duties.
Role of The Pensions Regulator
The Pensions Regulator (TPR) has a range of functions directed by six statutory objectives.
- To protect the benefits of members of occupational pension schemes.
- To protect the benefits of members of personal pension schemes where direct payment arrangements are in place.
- To reduce the risk of situations arising which may lead to compensation being payable from the Pension Protection Fund.
- To promote, and to improve understanding of, the good administration of workplace pension schemes.
- To maximise employer compliance with employer duties and the employment safeguards (introduced by the Pensions Act 2008).
- To minimise any adverse impact on the sustainable growth of an employer (in relation to the exercise of TPR’s functions under Part 3 of the Pensions Act 2004 only).
In undertaking its work TPR also has regard to the principles of good regulation. That is, to be: proportionate, accountable, consistent, transparent and targeted (PACTT).
Role of the Board
The Board’s key responsibilities include:
- setting the strategic direction of TPR and approving the Corporate Plan and Business Plan
- setting priorities, high level objectives and key operational targets
- monitoring performance against the key operational targets (or other output measures) by which the success of TPR is to be judged
- overseeing management of corporate risk
- ensuring adequate resourcing and effective resource management
- ensuring that a sound framework is in place to manage the exercise of regulatory functions
- making arrangements via the chair for and approving the appointment of the chief executive and executive directors
- ensuring appropriate standards of governance, including keeping its own performance under review
- ensuring timely submission of annual reports and accounts to the Secretary of State and the Comptroller and Auditor General
Meetings of the Board
Determinations Panel
Committee structure
This paragraph does not apply to the determinations panel or the appointments committee.
There will be the following standing committees:
- Non-Executive Committee
- Audit and Risk Assurance Committee
- Remuneration and People Committee
The Audit and Risk Assurance, and Remuneration committees shall be sub-committees of the Non-Executive Committee. The membership of these committees shall not include executive members of TPR.
- The Board may establish any additional committees as it sees fit.
- Committees may establish sub-committees as they see fit.
- Members can be co-opted on to any committee at any time.
With the exception of the Non-Executive Committee and its sub-committees, members of any committee may include individuals who are not members of the Board. Members of sub-committees may include individuals who are not members of the committee. The majority of any committee or sub-committee must consist of individuals who are members of the board or staff of TPR.
- The terms of reference of the Non-Executive Committee are set out at Appendix A.
- The terms of reference of the Audit and Risk Assurance Committee are set out at Appendix B.
- The terms of reference of the Remuneration and People Committee are set out at Appendix C.
Appointments committee
An appointments committee will be established by the Board whenever there is a need to appoint a determinations panel chair.
The committee will regulate its own procedure.
The committee shall consist of a chair, appointed by the Chair of TPR from the non-executive members of TPR, and one or more persons appointed by the Chair of TPR. At least one of the committee members, other than the Chair, must be someone who is not a member of TPR, but must not be a member of the TPR’s staff.
Delegations
Voting
Meeting adjournment
The chair of any meeting shall have the authority to adjourn the meeting for such period as he or she shall consider expedient. The chair shall fix the date and time at which the meeting shall be reconvened either at the time of the adjournment or at any time thereafter.
Quorum
The quorum for full board meetings will be two non-executive members and one executive. There will be no quorum unless at least one out of the chair and chief executive are present.
The quorum for all committee meetings will be two members of whom at least one should be a board member.
Apologies for absence shall be given in advance to the Board Secretary or another member of the corporate secretariat.
Decisions where members are not physically together
Minutes of Board meetings and committees
Minutes will record decisions reached, reports considered and where appropriate the main points of discussion. They will not generally record the name of the speaker unless specifically requested. Minutes will be despatched to board members as soon as possible after the meeting.
Board meeting minutes are generally summarised for publication on TPR’s website; such summaries will be publishable only after the minutes have been approved by the Board.
The minutes of committee meetings will not be published routinely, but the Chair of TPR may approve publication in any instance where that is considered to contribute to the effective carrying out of TPR’s functions.
Attendance of outside interested parties at meetings
General Counsel
The Board has access as and when needed to TPR’s General Counsel. There is a standing invitation for the General Counsel to attend Board meetings.
Appointment and removal of internal auditors
Secretarial support
Declaration of interests
In accordance with the code of conduct for members of TPR’s Board, the Chair and board members shall declare any personal or business interests which may conflict with their responsibilities as board members.
Board members and any invited attendees from other organisations should declare as soon as practicable after a meeting begins if they have an interest, financial or otherwise, in a matter being considered. Such declarations should include the interests of immediate family members and persons living in the same household.
As a general rule, members and other attendees should not take part in, and should not be present for, discussions or decisions if they have a financial interest in the matter under consideration, or other interest which is clear and substantial.
In cases of doubt as to the extent to which such members and attendees shall participate, the chair shall decide, and the test should be whether a member of the public, knowing the facts of the situation, might reasonably think that a particular interest could influence the judgement of other members present.
Confidentiality
Written material provided to and discussed by board members and invited attendees from other organisations, and that has not been published, is not only confidential to TPR but may also constitute restricted information as defined in section 82 of the Pensions Act 2004 as amended or may be legally privileged. Such material is classified as Official – Sensitive – Governance and is therefore subject to controls associated with that classification. Such material, and any other matters which the chair of a meeting deems to be confidential, shall not be disclosed by board members to any parties external to TPR and shall not be disclosed by invited attendees from other organisations to any parties external to that organisation. Invited attendees shall also ensure that any individual in their organisation who is passed such material does not disclose it to any party external to that organisation. If in doubt a board member or invited attendee should consult the board secretary.
All written material relating to TPR’s Board meetings is subject to the Freedom of Information Act 2000. Some items may be published through TPR’s publication scheme. Information that is not published will be considered for release on request, subject to the exemptions from release allowed for under the Act.
Board members and invited attendees from other organisations should refer any requests for information made to them, to the Board Secretary.
Appendix A: Terms of reference of the Non-Executive Committee of TPR
Status of the committee
The committee is established under section 8 of the Pensions Act 2004.
Membership
The committee shall consist of all non-executive members of the Board. It will be chaired by the chair of TPR.
Attendance
The Board Secretary or a member of the corporate secretariat team will provide secretarial support to the committee.
The committee may invite executive members of the Board or other staff of TPR to attend to provide advice.
The committee may ask any executives or other staff attending to withdraw to facilitate open and frank discussion of particular matters.
Meetings
The committee will meet at least once each year. The chair may convene additional meetings as deemed necessary, or as requested by a member of the committee. Committee members will generally meet each year, without the chair, generally led by the Senior Independent Director, to reflect on the Chair’s contribution to the committee and Board.
Quorum
The Chair and at least three other non-executive members of the Board must be present for the meeting to be quorate.
Responsibilities
The committee’s responsibilities are:
- to keep under review TPR’s internal financial controls and to assess whether they secure the proper conduct of its financial affairs
- to determine the remuneration, subject to the approval of the Secretary of State, of the Chief Executive and to provide oversight of remuneration policy and practices and people matters generally
- to prepare a report on the discharge of the above functions for inclusion in TPR’s annual report
The committee has established two sub-committees whose terms of reference have been endorsed by the full Board. The first function above is delegated to the Audit and Risk Assurance Committee and the second to the Remuneration and People Committee. The third function above is delegated to the Audit and Risk Assurance Committee and the Remuneration and People Committee respectively.
The committee will review this arrangement each year and recommend any changes to the Board.
Reporting
The Non-Executive Committee will report to the Board.
Appendix B: Terms of reference of the Audit and Risk Assurance Committee (ARAC)
Status and purpose of the committee
The committee is established as a sub-committee of the Non-Executive Committee of the Pensions Regulator, under section 8 (7) of the Pensions Act 2004.
The purpose of the Audit and Risk Assurance Committee (ARAC) is to support and advise the Accounting Officer (The Chief Executive) and the Board by providing oversight of TPR’s financial reporting process and use of public funds, corporate governance, the audit process, the system of internal controls including business continuity and information technology, the identification and management of significant risks and its compliance with laws and regulations.
Membership
The ARAC shall comprise between three and five non-executive board members, including the ARAC chair. At least one member should have a financial qualification or recent and relevant financial experience. The chair of TPR shall not be a member of this committee.
The committee members and chair are appointed by the Non-Executive Committee. Appointments shall be initially for two years, with the possibility of reappointment for additional two-year terms.
The Board Secretary or a member of the Corporate Secretariat team will provide secretarial support to the committee.
Reporting
The committee provides assurance to the Board and, when it is not satisfied with any aspect of TPR’s internal controls or reporting, it shall report its views to the Board and the Accounting Officer.
The ARAC should provide the Board with advice on the continued appropriateness of the risk strategy and risk appetite in light of the organisation’s purpose, values, corporate strategy and strategic objectives and notify the Board and Accounting Officer promptly of any actual or likely material breaches of risk appetite.
The committee chair will formally report to the Accounting Officer and the Board bi-annually providing a summary of the committee’ s progress and priorities. The Board will receive the minutes of ARAC meetings, ensuring in presentation that any advice to board is made clear. In addition, at the end of each financial year, the committee will provide a report that supports the finalisation of the accounts and the Governance Statement. It will include an assessment of ARAC’s effectiveness, explaining how it has discharged its responsibilities in accordance with the HMT Audit and Risk Assurance Committee Handbook, and the guidance contained in the complimentary NAO Audit Committee self-assessment checklist. The assessment will highlight if there has been any significant non-compliance with the five good practice principles contained in the HMT handbook.
Responsibilities
Under Section 8(8) of the Pensions Act 2004, the Non-Executive Committee has delegated the discharge of its function as set out under section 8 (4) (a) of the Act to the Audit and Risk Assurance Committee.
In carrying out this function, the committee will advise the Accounting Officer and the Board on:
- the strategic processes for risk management, information assurance, internal control and governance and the Governance Statement
- the accounting policies, the accounts and the annual report of the organisation, including the process for review of the accounts prior to their submission for audit, the levels of error identified, and management’s letter of representation to the external auditors
- the planned activity and the results of both internal and external audit
- the adequacy of management responses to issues identified by audit activity, including external audit’s management letter
- assurances relating to the management of risk, internal controls, the governance of major programmes and corporate governance arrangements for the organisation
- the effectiveness and independence of the external auditor and internal audit services provided as part of the hybrid internal audit function
- proposals for tendering internal or external audit services or for the purchase of non-audit services from contractors who provide audit services
- anti-fraud policies, whistle-blowing processes, and arrangements for special investigations
- to provide assurance to the Board that the organisation is properly managing its cyber risk, including appropriate risk mitigation strategies
The ARAC will also review annually its own effectiveness and report the results of that review to the accounting officer and the Board.
Rights
The committee may:
- co-opt additional members for a period not exceeding a year to provide specialist skills, knowledge and experience
- procure specialist ad-hoc advice at the expense of the organisation, subject to budgets agreed by the Board
- require any member of TPR to report on the management of risk or the control environment within their area(s) of responsibility
Access
The Executive Director of Strategy and Risk, Head of Internal Audit, Head of Risk and Assurance, Senior Information Risk Owner and the representative(s) of external audit will have free and confidential access to the chair of the committee.
Meetings
The committee will meet at least four times each year. The chair of the committee may convene additional meetings, as deemed necessary.
A committee member or attendee who becomes aware of a potential conflict of interest relating to matters being discussed by the committee should give prior notification to the Chair and the Board Secretary or, if this is not possible, declare this at the meeting and, where necessary, withdraw during discussion of the relevant agenda item.
At least two members of the committee at the time should be present for the committee to be quorate. Decisions of the committee will be taken by the majority. In the case of equal votes, the chair of the committee will have a casting vote or can refer the matter up to the full Board for further consideration.
The committee meetings will normally be attended by the Chief Executive, the Executive Director of Strategy and Risk, the Executive Director of Finance and Corporate Services and / or the Director of Finance, the Head of Internal Audit and the Head of Risk and Assurance. Also, representative(s) from internal audit services and external audit – including (if appropriate) any sub-contractor appointed by the National Audit Office (NAO) – and a representative of DWP.
The committee may ask any other executive member of the board or staff of the organisation, or any other person, to attend to assist it with its discussions on any particular matter.
The committee may ask any or all of those who normally attend but who are not members to withdraw to facilitate open and frank discussion of particular matters.
The Accounting Officer or the Board or the Non-Executive Committee may ask the ARAC to convene further meetings to discuss particular issues on which they want the committee’s advice. Meetings shall only be cancelled with the express agreement of the Chair.
Information requirements
The committee will be provided with the following information in accordance with its agreed programme of business during the course of the year:
Risk
- reports summarising any significant changes to the organisation’s top risks and a copy of the risk register. In addition, the ARAC will commission "deep dives" into specific risks or areas
- reports on the organisation’s risk framework and management strategy
- reports on the organisation’s risk appetite
Risk assurance
An assurance report will be provided to each meeting to update on assurance activities from the executive director of strategy and risk, including updates on:
- corporate governance
- regulatory assurance
- controls assurance
- information risk and cyber security
- data governance and data security
- third party supplier assurance and management
- the organisation’s major change initiatives
Internal audit
progress reports from the head of internal audit summarising:
- key issues emerging from internal audit work
- management actions in response to audit recommendations and anticipated completion dates for all critical, high and medium risk recommendations
- any changes to the annual internal audit plan
- audit assurance
- work performed (and a comparison against planned work) for current internal audits in progress
- any resourcing issues (should they arise) that affect the delivery of internal audit objectives
- the Internal Audit Strategy
- the Internal Audit Charter
- the Head of Internal audit’s annual opinion and report
- quality assurance reports on the internal audit function
External audit
- External audit’s draft Annual Strategy document (to include reference to audit fee and NAO engagement letter), and the version that is agreed.
- Progress reports from the external audit representative(s) summarising work done and emerging findings.
- External audit’s management letter and audit opinion.
Other key documents to be provided:
Governance
- The draft Governance Statement.
- The draft accounts of the organisation.
- Documentation on anti-fraud policies, whistle blowing processes and the outcomes of any related investigations.
Reports
- Report on co-operation between internal and external audit.
- Report on any proposals to tender for audit services.
- Annual health and safety report.
- Reports on the management of major incidents, “near misses” and lessons learned, developments in corporate governance arrangements, any changes to accounting policies, and any other reports commissioned from time to time by the committee.
Proposals
- Proposals on changes to governance of major change initiatives
- Proposals for the terms of reference of both internal and external audit
Terms of Reference review
ARAC will review these terms of reference every year, seeking feedback from members and attendees. The results and recommended changes will be shared with the Board as Appendix B of the Board’s Standing Orders.
Appendix C: Terms of reference of the Remuneration and People Committee (RAPCO) of TPR
Status of the committee
The committee is established as a sub-committee of the TPR Non-Executive Committee, under section 8 (7) of the Pensions Act 2004.
Purpose
Under Section 8 (8) of the Pensions Act 2004, the Non-Executive Committee has delegated to RAPCO the discharge of its function as set out under Section 8 (4) (b) of the Act, which relates to any chief executive appointment under paragraph 8(4)(a) of Schedule 1 of the Act. It also delegates the responsibility to provide oversight of remuneration policy and practices and people matters generally which the TPR Board has designated to include overseeing the implementation of TPR’s People Strategy (based on TPR’s strategy), providing strategic direction and advice, monitor progress against the People Strategy’s identified success criteria and milestones, and to provide necessary challenge on the strength and effectiveness of the plans, policies and priorities underpinning its People Strategy. In addition, it also has a specific remit to review and advise on the pay and conditions of TPR executive directors and the CEO.
Under Section 8 (8) of the Pensions Act 2004, the Non-Executive Committee has delegated to RAPCO the discharge of its function as set out under Section 8 (4) (b) of the Act, which relates to any chief executive appointment under paragraph 8(4)(a) of Schedule 1 of the Act.
Membership
RAPCO shall consist of at least two non-executive members of the TPR Board. The Chair of the Board shall not be a member of this committee because of their role as line manager of the CEO. No members of this committee may be executive members of the Board or staff of TPR.
The membership and chair of the committee shall be proposed by the Chair and agreed by the Board.
Attendance
The Board Secretary or a member of the Corporate Secretariat team will provide secretarial support to the committee. Minutes will be taken at each meeting.
Other TPR staff may attend at RAPCO’s request to provide information or subject matter expert advice.
Meetings
RAPCO shall meet at least twice a year. The Chair of the Board and the CEO may ask RAPCO to convene further meetings to discuss particular issues where the committee’s advice is wanted.
Quorum
Two members must be present for the meeting to be quorate.
Responsibilities
Under paragraph 20(1) of Schedule 1 of the Pensions Act 2004, the board has delegated to RAPCO, with the agreement of the Non-Executive Committee, the following responsibilities:
- to provide advice to TPR in relation to CEO and executive remuneration, to support relevant business cases to Treasury and the Secretary of State. Consider proposals from the Chair of the Board on the performance and remuneration of the CEO
- to support the CEO in reviewing and moderating executive performance including performance pay and bonus (no executive director shall be involved in any decisions as to their own remuneration outcome)
- give due consideration to all relevant laws and regulations. The Committee will take proper account of government guidance, for example Managing Public Money, Treasury Pay Remit guidance and senior pay in reaching their determinations
- consider executive development and succession planning, considering: the challenges and opportunities facing TPR; and the skills and expertise required in the future
- review the key objectives within TPR’s People Strategy and Reward Approach. Ensuring all elements of TPR’s internal and external people obligations and aspirations are identified, with accompanying strategies, action plans and measures in place to monitor progress. In considering these objectives the committee shall have regard to the TPR’s commitments to equality, diversity and inclusion
- consider other resources and people matters as requested by the Non-Executive Committee or the Board
- to engage directly with the workforce through occasional attendance at TPR engagements
- to review the balance of skills, knowledge, experience and competencies of the Board, considering future challenges and opportunities, and to update the Board accordingly
Reporting
RAPCO will prepare a report on the discharge of its functions for inclusion in TPR’s Annual Report and will submit draft minutes of its meetings to the Board. The committee chair will provide a formal report of the committee’s work to the board at least twice a year.
Terms of reference review
RAPCO will review these terms of reference every year, seeking feedback from members and attendees. The results and recommended changes will be shared with the Board.